William Hill PLC (WMH)

[idpickering]

Update on Clearances and Timetable

On 30 September 2020, the boards of William Hill, Caesars UK Bidco and Caesars announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Caesars UK Bidco shall acquire the entire issued and to be issued share capital of William Hill not already owned by or on behalf of the Caesars Group (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

The circular in relation to the Scheme was published on 26 October 2020 (the "Scheme Document"). On 19 November 2020, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme was approved by the William Hill Shareholders at the General Meeting (the "Shareholder Approvals").

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless otherwise stated.

Update on Clearances

The Acquisition is subject to the Conditions set out in Part III of the Scheme Document, including the receipt of certain competition and regulatory approvals.

As announced on 19 November 2020, Conditions 2.1 and 2.2 (relating to the Shareholder Approvals), together with Condition 3(b) (relating to the Austrian merger control condition), each as set out in Part III of the Scheme Document, have been satisfied.

William Hill and Caesars are pleased to confirm that, all required filings having been made, on 28 December 2020 the waiting period under the HSR Act was terminated early by The Federal Trade Commission thereby satisfying Condition 3(a) set out in Part III of the Scheme Document.

Update on Timetable

In light of the developments to date and ongoing interactions with regulatory authorities, Caesars's current expectation is that the remaining approvals required to be obtained from the Relevant US Gaming Authorities will be obtained in time to allow completion to occur early in the second quarter of 2021, but possibly as early as March 2021.

The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document (including, among others, approval by gaming regulators in Indiana, Nevada, New Jersey and Pennsylvania) and the Court sanctioning the Scheme at the Scheme Court Hearing, which is expected to take place soon after the remaining Conditions are satisfied (or, where applicable, waived).

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 12 and 13 of the Scheme Document and is also set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.

https://www.investegate.co.uk/william-h ... 00129377J/

[daveh]

Trading statement here:
https://www.investegate.co.uk/william-h ... 00054629L/

Operational highlights:

· Online International net revenue increased 12% on a pro-forma2 basis in 2020, benefitting from the successful integration of Mr Green, which launched in two new regions. Delivery of product improvements and effective implementation of a multi-brand strategy offset regulatory headwinds and the absence of live sport during part of the year, with gaming growing 18% pro-forma.

· Online UK net revenue grew 5% in 2020. The steady stream of platform and product upgrades improved our competitive position and the year concluded strongly, driven by a full calendar of live sport in the last quarter and with gaming net revenue growing 20% in that quarter.

· US full year net revenue increased 32%, driven by strong growth online. Casinos remained closed or operated with restricted access for long periods and the major US sports leagues rescheduled their seasons in response to the pandemic. As part of our existing joint venture agreement, we absorbed the Caesars In-Person sportsbooks onto the William Hill platform. William Hill US went live in five new states and launched mobile in five states, leading to 121% net revenue growth in the fourth quarter. William Hill's sports betting apps and sports book odds are now featured on both ESPN and CBS Sports, two of America's leading sports media brands, as a result of agreements entered into during the year.

· Retail responded to the disrupted trading environment with great agility. Net revenue decreased 30% on a like-for-like basis, driven by a series of national and regional lockdowns, implemented in response to the pandemic at the end of the first quarter and affecting the remainder of the year.

· When open, with no restrictions, Retail traded well and profitably. At the end of the third quarter Retail was on course for a breakeven outcome for the full year. However, the Covid-19 related restrictions experienced during the fourth quarter impacted all our 1,414 shops at some point, resulting in a full year loss of c.£30m. We received £24.5m of furlough funds in the first half which have since been repaid and, under the current circumstances, we do not expect to claim any further job retention related support. Throughout the year, even when furloughed, our UK retail colleagues received 100% of their full pay.

I no longer have an interest in WMH as I sold out in December ahead of the takeover which now seems to be a done deal, but is not going to be completed until March at the earliest.

On 30 September 2020, the boards of William Hill, Caesars UK Bidco Limited ("Caesars UK Bidco") and Caesars Entertainment, Inc. ("Caesars") announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Caesars UK Bidco shall acquire the entire issued and to be issued share capital of William Hill not already owned by or on behalf of the Caesars Group for a cash price of 272p per share (the "Acquisition"). We are pleased that, at the Court Meeting and General Meeting held on 19 November 2020, the requisite majority of shareholders approved the scheme of arrangement in relation to the Acquisition. Caesars' current expectation is that the remaining approvals required to be obtained from the relevant US gaming authorities will be obtained in time to allow completion of the Acquisition to occur early in the second quarter of 2021, but possibly as early as March 2021.

[daveh]

Final Results can be found here:
https://www.investegate.co.uk/william-h ... 00060994R/

Strategic and operational highlights

· Strong finish to a challenging year with convincing momentum across our digital businesses

• Strategic focus on Customer, Team, Execution materially improving competitiveness

• Global diversification increased: 36% Group net revenue originated outside the UK (2019: 24%)

• Net revenue fell 16%: Covid-19 pandemic led to disruption of live sporting events, closures and restrictions to Retail and casinos, partially offset by growth in online gaming

• Online delivered 9% net revenue growth:

§ International grew net revenue 16% and expanded into new territories

§ Platform and product launches for UK Online benefitted the second half, generating record net revenue for the year of £503.2m

• Retail responded to pandemic restrictions with agility and resilience; net revenue fell 51%, -30% on a like-for-like5 basis

• US expanded nationwide presence through market-leading partnerships, maintaining a robust market position and grew net revenue 32%

• Adjusted operating profit2 £57.3m fell 61%: impacted by disruption to sporting calendars, Retail and casino closures, partially offset by strong performance from digital channels

• Statutory profit before tax of £51.0m: benefitted from the VAT receipt of £208.3m, more than offsetting the Retail non-cash impairment of £125.7m and costs of £70.4m associated with the cash offer from Caesars Entertainment, Inc. (Caesars)

· Balance sheet strengthened through actions to raise capital and preserve liquidity

• Thoughtful cash preservation: final dividend and employee bonuses cancelled; covenants waived; disciplined cost management

• Net debt/EBITDA6 0.8x: below the 1-2x target following an equity placing raising £218.6m net proceeds and successful VAT refund claim

· Regulation and customer protection

• Regulatory risk remains ever-present in Europe and the UK; engaging stakeholders to promote fair and balanced regulatory ecosystems

• Substantially enhanced player protection with increased guardrails and rapid digital compliance

· Recommended cash offer of 272p per share by Caesars (the 'Acquisition')

• Reflects the attractive position of the William Hill brand and significant progress made by the Group over the last 18 months, together with its long-term growth opportunities

• Valuing William Hill equity at c.£2.9 billion recognises the investment required to maximise the US opportunity, the possibility of regulatory disruption in the UK and Europe, and the uncertainty related to the longer-term impact of the Covid-19 pandemic

and I'm please there is no dividend as I sold in advance of the recommended cash offer

Dividend

Following the announcement of the proposed acquisition by Caesars, the Directors do not recommend the payment of a dividend.